EIGHTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 2
EIGHTH AMENDMENT TO
AMENDED AND RESTATED LEASE AGREEMENT NO. 2
THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT NO. 2 (this “Amendment”) is made and entered into as of January 29, 2019, by and between HPT TA PROPERTIES TRUST, a Maryland real estate investment trust, and HPT TA PROPERTIES LLC, a Maryland limited liability company, as landlord (collectively, “Landlord”), and TA OPERATING LLC, a Delaware limited liability company, as tenant (“Tenant”).
W I T N E S S E T H:
WHEREAS, Landlord and Tenant are parties to that certain Amended and Restated Lease Agreement No. 2, dated as of June 9, 2015, as amended by that certain First Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 16, 2015, that certain Second Amendment to Amended and Restated Lease Agreement No. 2, dated as of June 23, 2015, that certain Third Amendment to Amended and Restated Lease No. 2, dated as of September 23, 2015, that certain Fourth Amendment to Amended and Restated Lease No. 2, dated as of June 22, 2016, that certain Fifth Amendment to Amended and Restated Lease No. 2, dated as of June 30, 2016, that certain Sixth Amendment to Amended and Restated Lease No. 2, dated as of September 30, 2016, and that certain Seventh Amendment to Amended and Restated Lease No. 2, dated as of January 17, 2019 (as so amended, the “Lease”);
WHEREAS, HPT TA Properties Trust is selling to Tenant, and Tenant is acquiring from HPT TA Properties Trust, the Properties (this and other capitalized terms used and not otherwise defined in this Amendment shall have the meanings given such terms in the Lease) related to the Travel Centers identified on Schedule 1 attached hereto and made a part hereof (collectively, the “Sold Properties”);
WHEREAS, Landlord and Tenant wish to amend the Lease to remove the Sold Properties and to reflect a corresponding reduction in Minimum Rent; and
WHEREAS, Guarantor is executing this Amendment solely to confirm the continuation of the Guaranty with respect to the Lease (as amended by this Amendment);
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree, as of the date of this Amendment, as follows:
1. Sold Properties. The Leased Property shall exclude the Sold Properties, but notwithstanding the foregoing, Tenant shall retain all of its obligations with respect to the Sold Properties which are attributable to events occurring on or prior to the date hereof or which are addressed pursuant to Section 9.5 of the Lease (as if all of the Sold Properties remained Properties for the remainder of the Term). In furtherance of the foregoing, however, Tenant shall have no obligation to comply with Section 5.3 of the Lease solely with respect to the Sold Properties.
2. Minimum Rent. The defined term “Minimum Rent” set forth in Section 1.66 of the Lease is deleted in its entirety and replaced with the following:
“Minimum Rent” shall mean Forty-Four Million Six Hundred Sixty-Three Thousand Two Hundred Sixty-Seven and 00/100ths Dollars ($44,663,267.00), subject to adjustment as provided in Section 3.1.1(b).
3. Exhibit A. Exhibit A to the Lease is hereby amended by (a) deleting the initial page entitled “EXHIBITS A-1 through A-41” therefrom in its entirety and replacing it with the page entitled “EXHIBITS A-1 through A-41” attached hereto, (b) deleting the legal descriptions for the Sold Properties from Exhibits A-18 and A-32 to the Lease and replacing them with “Intentionally deleted”.
4. Ratification. As amended hereby, the Lease is hereby ratified and confirmed and remains in full force and effect.
5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be duly executed, as a sealed instrument, as of the date first above written.
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LANDLORD: | |
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HPT TA PROPERTIES TRUST, | |
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a Maryland real estate investment trust | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Xxxx X. Xxxxxx |
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President |
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HPT TA PROPERTIES LLC, | |
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a Maryland limited liability company | |
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By: |
/s/ Xxxx X. Xxxxxx |
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Xxxx X. Xxxxxx |
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President |
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TENANT: | |
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TA OPERATING LLC, | |
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a Delaware limited liability company | |
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By: |
/s/ Xxxx X. Xxxxx |
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Xxxx X. Xxxxx |
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Executive Vice President |
[Signature Page to Eighth Amendment to Amended and Restated Lease Agreement No. 2]
Reference is made to that certain Guaranty Agreement, dated as of June 9, 2015, given by TRAVELCENTERS OF AMERICA LLC and TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, each a Delaware limited liability company (collectively, “Guarantors”), to Landlord with respect to Tenant’s obligations under the Lease (the “Guaranty”). Guarantors hereby confirm that all references in such Guaranty to the word “Lease” shall mean the Lease, as defined therein, as amended by this Amendment (and any prior amendments referenced in this Amendment), and said Guarantors hereby reaffirm the Guaranty.
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GUARANTORS: | |
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TRAVELCENTERS OF AMERICA LLC, | |
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a Delaware limited liability company | |
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By: |
/s/ Xxxx X. Xxxxx |
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Xxxx X. Xxxxx |
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Executive Vice President |
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TRAVELCENTERS OF AMERICA HOLDING | |
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COMPANY LLC, a Delaware limited liability | |
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company | |
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By: |
/s/ Xxxx X. Xxxxx |
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Xxxx X. Xxxxx |
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Executive Vice President |
[Joinder Page to Eighth Amendment to Amended and Restated Lease Agreement No. 2]
SCHEDULE 1
SOLD PROPERTIES
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Street Address |
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City |
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State |
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Landlord |
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00000 Xxxxxx Xxxxx |
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Xxxxxx |
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XX |
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HPT TA Properties Trust |
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000 Xxxxxx Xxxx |
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Xxxxxxxxx |
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XX |
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HPT TA Properties Trust |
EXHIBITS A-1 through A-41
Land
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Exhibit |
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TA |
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Property Address |
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Initial |
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A-1 |
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54 |
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9201 Grand Bay Xxxxxx Xx, Xxxxx Xxx (Xxxxxx), XX 00000 |
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0000 |
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A-2 |
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7 |
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0000 X. Xxxxxx Xxxx, Xxxx, XX 00000 |
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2015 |
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A-3 |
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94 |
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000 Xxxx Xxxxx Xxxxxx, Xxxxxxx, XX, 00000 |
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2015 |
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A-4 |
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33 |
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000 Xxxxxxx 000 Xxxxx, Xxxxx (Xxxx Xxxxxxx), XX 00000 |
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2015 |
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A-5 |
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227 |
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0000 Xxxxxxx Xx., Xxxxxxx, XX 00000 |
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2015 |
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A-6 |
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57 |
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00000 Xxxxxxxx Xx., Xxxxxxx, XX 00000 |
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2015 |
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A-7 |
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248 |
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1650 C.R. 000 Xxxx, Xxxxxxxxxxxx (Xxxxxxxxxxxx Xxxxx), XX 00000 |
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2015 |
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A-8 |
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158 |
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00000 Xxxx Xxxxxxx Xxxx., Xxxxxxx (Xxxxx), XX 00000 |
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2015 |
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A-9 |
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156 |
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00000 Xxxxxxx 000 Xxxxx, Xxxxxxxx, XX 00000 |
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2015 |
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A-10 |
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249 |
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0000 Xxxxxxxxx Xxxx, Xxxx Xxxx, XX 00000 |
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2015 |
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A-11 |
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167 |
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0000 Xxxxxxxx, Xxxxx, XX 00000 |
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2015 |
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A-12 |
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30 |
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00000 Xxxxxxx Xx., Xxxxxxx (Xxxxxxx Xxxxx), XX 00000 |
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2015 |
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A-13 |
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199 |
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000 Xxxxxxxxxxxx Xxxx, Xxxx, XX 00000 |
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2015 |
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A-14 |
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65 |
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0000 X. Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 |
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2015 |
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A-15 |
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66 |
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0000 Xxxxx 0xx Xxxxxx, Xxxxxxx Xxxxxx, XX 00000 |
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2015 |
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A-16 |
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237 |
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0000 Xxxxxxxxx Xx., Xxxxxxxxx, XX 00000 |
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2015 |
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A-17 |
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69 |
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0000 X. Xxxxx Xxx, Xxxxxx, XX 00000 |
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2015 |
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A-18 |
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Intentionally deleted |
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A-19 |
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52 |
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000 Xxxxx Xxxxxxxx, Xxx Xxxxx, XX 00000 |
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2015 |
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A-20 |
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90 |
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000 Xxxxxxxxxxx Xxxxx , Xxxxxxxx, XX 00000 |
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2015 |
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A-21 |
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Intentionally deleted |
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A-22 |
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48 |
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000 Xx. Xx. 000, Xxxxxxxxxx, XX 00000 |
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2015 |
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A-23 |
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00 |
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XX 00 - Xxx 000, Xxxxx Xxxx, XX 00000. |
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2015 |
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A-24 |
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Intentionally deleted |
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A-25 |
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2 |
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0000 XX Xxxxxxx 00, Xxxxxxxx (Xxxxxxxxxx), XX 00000 |
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2015 |
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A-26 |
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39 |
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00000 Xxxxxxxxx Xx., Xxxxxx, XX 00000 |
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2015 |
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A-27 |
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29 |
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0000 Xx. Xx. 000, Xxxxxxxxxx, XX 00000 |
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2015 |
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A-28 |
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59 |
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000 Xxxxx Xxxxxx Xxxx, Xxxxxxxx Xxxx (Xxxx), XX 00000 |
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2015 |
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A-29 |
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56 |
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00000 Xxxxx Xxxx, XX, Xxxxxx (Xxxxxxxx), XX 00000 |
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2015 |
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A-30 |
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215 |
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0000 Xxxxx Xxxx, Xxxx (Xxxxxxxxxxx), XX 00000 |
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2015 |
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A-31 |
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12 |
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0000 Xxxxxxxxxxx Xxxx, Xxxxxxxxxx, XX 00000 |
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2015 |
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A-32 |
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Intentionally deleted |
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A-33 |
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17 |
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0000 Xxxxxxxx Xxxx, Xxxxxxx, XX 00000 |
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2015 |
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A-34 |
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230 |
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000 Xxxx Xxxxxxxxxx 00, Xxx Xxxxxx, XX 00000 |
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2015 |
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A-35 |
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Intentionally deleted |
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A-36 |
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1 |
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000 X. Xxxxxx Xxxx, Xxxxxxx (Xxxxxxxx), XX 00000 |
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2015 |
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A-37 |
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170 |
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000 Xxxxxx Xxxxxxx, Xxxxxxxxxx, XX 00000 |
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2015 |
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A-38 |
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369 |
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0000 Xxxxx Xxxxxx, Xxxx, XX 00000 |
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2015 |
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A-39 |
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402 |
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24225 and 00000 Xxxx Xxxxxxx Xxxx, Xxxxxxxxxx, XX 00000 |
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2019 |
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A-40 |
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255 |
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000 Xxxxxx Xxxxx Xxxxxxx, Xxxxxxx, XX 00000 |
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2019 |
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A-41 |
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257 |
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00000 X. Xxxxx Xx. 00, Xxxxxxx, XX 00000 |
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2015 |
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[See attached copies.]
